Aclara Resources Inc. - AGM Information 2022

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ACLARA RESOURCES INC.

NOTICE OF ANNUAL SHAREHOLDER MEETING AND MANAGEMENT INFORMATION CIRCULAR

APRIL 6, 2022

ACLARA RESOURCES INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the holders of Common Shares:

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of Aclara Resources Inc. (the “ Company ” or “ Aclara ”) will be held on May 5, 2022 at 9:30 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 199 Bay Street, Suite 5300, Toronto, Ontario for the following purposes:

to receive the Company’s annual audited financial statements for the financial year ended December 31, 2021, including the external auditors’ report thereon;
to elect directors of the Company who will serve until the end of the next annual meeting of shareholders or until their successors are elected or appointed;
to appoint external auditors, who will serve until the end of the next annual general meeting of shareholders and authorize the board of directors of the Company to fix their remuneration; and
to consider such other business that may properly come before the Meeting or any adjournment thereof.

The Management Information Circular dated April 6 provides additional information relating to matters to be dealt with at the Meeting. Shareholders are reminded to review the Management Information Circular before voting.

In this Notice, “we”, “us”, “our”, “Aclara” and “the Company” refer to Aclara Resources Inc. and all entities controlled by it unless the context otherwise requires. “You” and “your” refer to Aclara’s shareholders.

You have the right to vote

You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you are a holder of Common Shares on the record date, which the board of directors of the Company has fixed as April 5, 2022. No shareholders becoming shareholders of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Your vote is important

This Notice is accompanied by the Management Information Circular, a form of proxy for a registered shareholder or a voting instruction form for a beneficial shareholder (collectively, the “ Meeting Materials ”). As an Aclara shareholder, it is important that you read the accompanying Meeting Materials carefully. You are entitled to one vote for each Common Share held.

You are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, you are requested to vote your shares using the enclosed form of proxy or voting instruction form, as applicable.

Registered shareholders should complete and sign the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular. If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting shares held through intermediaries.

Proxies must be received by the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), by no later than 9:30 a.m. (Toronto time) on May 3, 2022, or two business days before the commencement of any adjournment(s) or postponement(s) of the Meeting, either by: (i) mailing it to the following address: Computershare Investor Services Inc. 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, Attn: Proxy Department; or (ii) faxing to 1-416-263-9524 (outside Canada & US) or 1-866249-7775 (toll-free). Alternatively, registered shareholders may attend the Meeting and vote in person by registering at the registration table on the day of the Meeting prior to the commencement of the Meeting.

If you are a shareholder who holds Common Shares through the depositary, Computershare Investor Services PLC, in the UK, by way of depositary interests, you are required to follow the CREST voting instructions set out in the Management Information Circular.

Shareholders may contact Aclara’s transfer agent, Computershare, at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial), for more information regarding how to vote their shares or the items being voted on at the Meeting.

Shareholders who are planning to attend the meeting and who require special arrangements for hearing or access impairment should contact Investor Relations at [email protected].

Dated this 6[th] day of April, 2022

By order of the Board of Directors,

(signed) Ramon Barua

Ramon Barua Chief Executive Officer Toronto, Ontario

MANAGEMENT INFORMATION CIRCULAR

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|---|---|
|GENERAL INFORMATION .......................................................................................................................... 1|
|VOTING INFORMATION ............................................................................................................................. 1|
|How to Vote – Registered Shareholders ............................................................................................. 1|
|How to Vote – Non-Registered Beneficial Shareholders..................................................................... 3|
|Completing the Proxy Form ................................................................................................................. 4|
|Record Date, Quorum and Votes Necessary to Pass Resolutions ..................................................... 5|
|Additional Voting Information ............................................................................................................... 5|
|BUSINESS OF THE MEETING ................................................................................................................... 6|
|Receiving the Audited Annual Financial Statements ........................................................................... 6|
|Election of Directors ............................................................................................................................. 6|
|Appointment of Independent Auditors ................................................................................................. 6|
|Considering Other Business ................................................................................................................ 6|
|ELECTION OF DIRECTORS ....................................................................................................................... 6|
|Nomination Rights ................................................................................................................................ 7|
|APPOINTMENT OF INDEPENDENT AUDITORS .................................................................................... 13|
|DIRECTOR COMPENSATION .................................................................................................................. 13|
|Director Compensation Table ............................................................................................................ 14|
|Outstanding Option-Based and Share-Based Awards for Directors ................................................. 14|
|Incentive Plan Awards — Value Vested or Earned During the Year for Directors ............................ 15|
|COMPENSATION DISCUSSION AND ANALYSIS ................................................................................... 15|
|Introduction ........................................................................................................................................ 15|
|Overview ............................................................................................................................................ 16|
|Compensation-Setting Process ......................................................................................................... 16|
|Principal Elements of Compensation ................................................................................................. 17|
|Base Salaries ..................................................................................................................................... 17|
|Short-Term Incentives (Annual Bonuses) .......................................................................................... 17|
|Long-Term Incentives ........................................................................................................................ 17|
|Summary Compensation Table ......................................................................................................... 20|
|Employment Agreements, Termination and Change of Control Benefits ......................................... 21|
|Outstanding Option-Based Awards and Share-Based Awards ......................................................... 22|
|Incentive Plan Awards — Value Vested or Earned During the Year ................................................ 22|
|SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................. 23|
|Equity Compensation Plan Information ............................................................................................. 23|
|INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ......................................................... 23|
|CORPORATE GOVERNANCE .................................................................................................................. 23|
|OTHER IMPORTANT INFORMATION ...................................................................................................... 28|
|Voting Securities ................................................................................................................................ 28|
|Principal Holders of Voting Securities ................................................................................................ 29|
|INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON .............. 29|
|INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ............................................ 29|
|SHAREHOLDER PROPOSALS................................................................................................................. 29|
|ADDITIONAL INFORMATION ................................................................................................................... 29|
|Documents you can request .............................................................................................................. 29|
|Approval ............................................................................................................................................. 31|
|Appendix A|MANDATE OF THE BOARD OF DIRECTORS|

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GENERAL INFORMATION

The information in this document is as of April 6, 2022, unless otherwise indicated.

References to “we”, “us”, “our”, “Aclara” and “the Company” refer to Aclara Resources Inc. and all entities controlled by it unless the context otherwise requires. “You” and “your” refer to Aclara’s shareholders. Unless otherwise indicated, all references to “US$” or “U.S. dollars” in this Management Information Circular (the “ Circular ”) refer to United States dollars and all references to “C$” and “Cdn. Dollars” are to Canadian dollars.

This Circular is provided in connection with our annual general meeting of shareholders of the Company to be held on May 5, 2022 at 9:30 a.m. (Toronto time) (the “ Meeting ”). Your proxy is solicited by the management of the Company for the items described in the Notice of Meeting (the “Notice”). We usually make our request by mail, but our employees or agents may also solicit your proxy by telephone, internet, fax or other ways at a nominal cost borne by the Company.

As a registered shareholder, you have the right to attend and vote at the Meeting as set out in this Circular. Please read this Circular. It gives you information that you need to know to cast your vote. We also encourage you to read our audited annual financial statements and related management’s discussion and analysis for the financial year ended December 31, 2021.

If you have any questions about any of the information in this Circular, please contact Investor Relations at [email protected].

VOTING INFORMATION

The following information provides guidance on how to vote your common shares of the Company (the “ Common Shares ”). The Common Shares are sometimes collectively referred to in this Circular as the “shares”.

Your Vote is Important

As a shareholder of Aclara, it is very important that you read this information carefully and then vote your shares, either by proxy or by attending the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a “ proxyholder ”) the authority to vote your shares for you at the Meeting or any adjournment or postponement thereof. A proxy form is included in this package.

If you vote by proxy, the individuals who are named on the proxy form will vote your shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting (a “third-party proxyholder”) other than the persons designated in the accompanying proxy form. If you appoint someone else, he or she must be present at the Meeting to vote your shares. See “How to Vote – Registered Shareholders” or “How to Vote – Non-Registered Beneficial Shareholders” for additional information.

If you are voting your shares by proxy, our transfer agent, Computershare Investor Services Inc. (“ Computershare ”), or other agents we appoint must receive your signed proxy form by 9:30 a.m. (Toronto time) on May 3, 2022 or if the Meeting is adjourned or postponed, prior to 9:30 a.m. (Toronto time) on the second business day preceding the day of the Meeting. The time limit for deposit of proxies may be waived by the chair of the Meeting (the “ Chair of the Meeting ”) in the Chair of the Meeting’s sole discretion without notice.

How to Vote – Registered Shareholders

You are a registered shareholder if your name appears on your share certificate, Direct Registration System Statement or on the register maintained by our transfer agent, Computershare. If you are a registered shareholder, you will receive a proxy form.

Voting by Proxy Before the Meeting

You may vote before the Meeting by completing your form of proxy in accordance with the instructions provided therein. Registered shareholders have three options to vote by proxy:

 Online

Go to www.investorvote.com and follow the instructions on screen. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet.

By Mail

Complete, sign and date the proxy form and return it in the envelope we have provided. Please see “Completing the Proxy Form” on the proxy form for more information.

 By Fax

Complete, sign and date the proxy form and send it by fax to 1-416-263-9524 (international) or 1- 866-249-7775. Please see “Completing the Proxy Form” on the proxy form for more information.

If you vote by proxy, the individuals named on the proxy form will vote your shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the persons designated in the proxy form. If you wish to do so, please write the name of the person you are appointing in the space provided. Complete, date and sign the form of proxy, and submit it in accordance with the instructions prior to the proxy cut-off time. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting. At the Meeting, he or she should see a representative of Computershare at the registration tables. Please see “Completing the Proxy Form” on the form for more information.

Voting in Person at the Meeting

If you are a registered holder and choose to vote in person at the Meeting, you do not need to complete or return your proxy form. Please check-in and register with a representative of Computershare at the registration tables when you arrive at the Meeting. You will need identification to enter the Meeting.

Voting in person at the Meeting will automatically cancel any proxy you completed earlier.

To vote shares registered in the name of a corporation or other legal entity, an authorized officer or attorney of that corporation or legal entity must attend the Meeting in person. This person may have to provide proof that he or she is authorized to act on behalf of the corporation or other legal entity. Shares registered in the name of a corporation or other legal entity cannot be voted in person without adequate proof of authorization.

Changing or Revoking your Vote

You can change a vote you made by proxy by:

voting again online at www.investorvote.com before 9:30 a.m. (Toronto time) on May 3, 2022; or
completing a proxy form that is dated later than the proxy form you are changing and mailing it to Computershare so that it is received at the address indicated before 9:30 a.m. (Toronto time) on May 3, 2022.

You can revoke a vote you made by proxy by:

making a request in writing to the Chair of the Meeting, at the Meeting or any adjournment or postponement thereof, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

How to Vote – Non-Registered Beneficial Shareholders

You are a non-registered (or beneficial) shareholder (a “ Non-Registered Holder ”) if your shares are registered either:

(a) in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each an “ Intermediary ”) that represents the Non-Registered Holder in respect of its shares; or
(b) in the name of a depository (a “ Depository ”, such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

We have distributed copies of the Notice and the Circular directly to non-objecting Non-Registered Holders and to Intermediaries for onward distribution to Non-Registered Holders that are objecting beneficial owners. Intermediaries are required to forward the Notice and the Circular to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive such materials. Intermediaries often use service companies to forward the Notice and the Circular to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive such materials will receive a package from their Intermediary containing either:

(a) a voting instruction form that must be properly completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the instructions on the voting instruction form;

or, less typically,

(b) a form of proxy that has already been stamped or signed by the Intermediary that is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which otherwise has not been completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare at the address set forth in the Notice.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of shares that they beneficially own. The Company will be assuming the costs for Intermediaries to forward the Notice and the Circular to objecting beneficial owners.

Revoking your Vote

A Non-Registered Holder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

Voting in Person at the Meeting

We do not have access to the names or holdings of all of our Non-Registered Holders. Should a NonRegistered Holder, who receives either a voting instruction form or a form of proxy, wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should follow the instructions contained on the voting instruction form or form of proxy within the time periods specified and appoint themselves (or another person to vote on their behalf). In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and service companies. If you are a Non-Registered Holder and have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary. If you are not a registered shareholder, you may be allowed into the Meeting after speaking with a representative of Computershare and if the Chair of the Meeting allows it. At the Meeting, you should see a representative of Computershare.

Depositary Interest Holders

Shareholders who hold their Common Shares through the depository (“ Depositary Interest Holders ”), Computershare Investor Services PLC, by way of depositary interests, are required to follow the CREST voting instructions below.

Depositary Interest Holders can direct the Depositary how to vote by completing, signing and returning a Form of Instruction, which has been sent by the Depositary Computershare Investor Services PLC. To be valid, the Form of Instruction must be completed and signed correctly as detailed on the form and returned by post to the office of the Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 2:30 p.m. (BST) on April 29, 2022 in order for the Depository to vote as per your instructions at the Meeting. Alternatively, Depositary Interest Holders may instruct the Depositary how to vote by using the CREST electronic voting service as explained under the following "CREST Voting Instructions" heading below.

CREST Voting Instructions

Depositary Interest Holders who are CREST members and who wish to issue instructions through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf. In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“ EUI ”) and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to Computershare Investor Services PLC must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (CREST ID 3RA50) by 2:30 pm (BST) on April 29, 2022.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST voting instruction by the CREST applications host) from which Computershare Investor Services PLC is able to retrieve the CREST voting instruction by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST voting instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a CREST voting instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST voting instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Completing the Proxy Form

You can choose to vote “For”, “Against” or “Withhold”, depending on the items listed on the proxy form.

When you sign the proxy form, you authorize the directors and/or officers of the Company who are named in the proxy form to vote your shares for you at the Meeting according to your instructions, unless you have appointed a third-party proxyholder to act as your proxy. If you return your proxy form and do not tell us how you want to vote your shares, your vote will be counted:

FOR electing the nominee directors who are listed in the Circular; and
FOR appointing EY Servicios Profesionales de Auditoría y Asesorías SpA as auditors.

If you are appointing a third-party proxyholder to vote your shares for you at the Meeting, write the name of the person voting for you in the space provided. If you do not specify how you want your shares voted, the third-party proxyholder will vote your shares as they see fit on each item and on any other matter that may properly come before the Meeting.

If you are an individual shareholder, you or your authorized attorney must sign the form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the form.

If you need help completing your proxy form, please contact Computershare — Investor Services at 1-800564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial).

Record Date, Quorum and Votes Necessary to Pass Resolutions

Each shareholder of record at the close of business on April 5, 2022 (the “ Record Date ”) is entitled to vote at the Meeting the shares registered in his, her or its name on that date. The quorum for any meeting of shareholders is one or more persons present and holding or representing by proxy not less than 25% of the voting rights attaching to our outstanding voting shares.

You have one vote for each Common Share you hold on April 5, 2022. Please see “Other Important Information” in this Circular for more information. As at the close of business on April 5, 2022, 162,599,162 Common Shares were entitled to be voted at the Meeting.

Pursuant to the Business Corporations Act (British Columbia) (“ BCBCA ”) and our Articles of Incorporation (“ Articles ”), director elections are based on the plurality system, where shareholders vote “for” or “withhold” their votes for a director. Votes withheld are not counted, with the result that, technically, a director will be elected to the Board with just one vote in favor. However, pursuant to the Company’s Majority Voting Policy, as further described below, if a nominee for election as a director does not receive a greater number of votes “for” than votes “withheld”, the nominee shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which the director was elected. Under our Articles, if there is a tie, the Chair of the Meeting does not cast the deciding vote.

At the Meeting, shareholders will be asked to consider and, if thought advisable, to: (i) pass a resolution to elect directors to the board of directors; and (ii) pass a resolution to appoint auditors for the ensuing year and authorize the directors to fix their remuneration.

Computershare will count and tabulate the votes for us.

Additional Voting Information

For general shareholder enquiries, you can contact the transfer agent:

by mail at:
Computershare 8th Floor - 100 University Avenue Toronto, Ontario Canada M5J 2Y1;
by telephone: within Canada and the United States toll-free at 1-800-564-6253, and from all other countries 1-514-982-7555;
by fax: 1-416-263-9524 or 1-866-249-7775; or
or by email: [email protected].

BUSINESS OF THE MEETING

We will address the following items at the Meeting:

Receiving the Audited Annual Financial Statements

We will place before the Meeting the Company’s audited annual financial statements, including the auditors’ report, for the year ended December 31, 2021 (“ Fiscal 2021 ”). These financial statements together with the management’s discussion and analysis thereon are available on SEDAR at www.sedar.com and the Company’s website at https://aclara-re.com/investor-relations/.

Election of Directors

You will be electing a board of directors (the “ Board ”) of seven members. See the “Election of Directors” section in this Circular for more information. Directors appointed at the Meeting will serve, subject to our Articles and the BCBCA, until the end of the next annual shareholder meeting or until their successors are elected or appointed. All of the individuals who have been nominated as directors are currently members of the Board and have been since our initial public offering on December 10, 2021.

Appointment of Independent Auditors

The Board recommends that EY Servicios Profesionales de Auditoría y Asesorías SpA (“ Ernst & Young ”) be appointed as auditors, and that the Board be authorized to fix the auditors’ remuneration. Ernst & Young was appointed by the Board of Directors on March 29, 2021, subject to the ratification of shareholders at the meeting. The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed. Please see “Appointment of Independent Auditors” in this Circular for more information.

Information concerning the fees paid to the prior auditors of the Company for Fiscal 2021 and the year ended December 31, 2020 (“ Fiscal 2020 ”) may be found in our most recent Annual Information Form under the heading “Audit Committee Information – External Auditor Service Fees”, which is available under the Company’s profile on SEDAR at www.sedar.com.

Considering Other Business

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your shares on these items as he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

ELECTION OF DIRECTORS

Our Articles provide that the Board shall consist of a minimum of three and a maximum of fifteen directors, with the actual number to be determined from time to time by the Board. The Board currently consists of seven directors and following the Meeting, assuming that all of the director nominees are elected, the Board will consist of seven directors. Each of the seven director nominees are to be elected at this Meeting and will, subject to our Articles and the BCBCA, hold office until the end of the next annual general meeting of shareholders or until their successors are elected or appointed. All of the individuals who have been nominated as directors are currently members of the Board and all director nominees have agreed to stand for re-election at the Meeting.

Management recommends voting FOR the resolution to elect each of the nominated directors.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the nominee directors in this Circular.

All nominees have established their eligibility and willingness to serve as directors. As of the date hereof, management of the Company does not expect that any of the nominees will be unable to serve as a director. However, if, for any reason, at the time of the Meeting, any of the nominees are unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

Investor Rights Agreement

We are a party to an investor rights agreement with, inter alios, the Pelham Investor and the Hochschild Mining Investor dated December 10, 2021 (the “ Investor Rights Agreement ”). Among other things, the Investor Rights Agreement includes certain director nomination rights and shareholder rights summarized below.

Nomination Rights

The Investor Rights Agreement provides that immediately upon closing of Aclara’s initial public offering on December 10, 2021 (the “ IPO ”), the Pelham Group and Hochschild Mining Group were initially entitled to nominate, respectively, three directors and one director to our Board and are entitled to nominate a certain number of our directors for so long as they hold certain percentages of the Company’s issued and outstanding Common Shares on a non-diluted basis, as follows:

four of our directors so long as the Investor Group holds at least 40% of the issued and outstanding Common Shares on a non-diluted basis;
three of our directors so long as the Investor Group holds at least 30% of the issued and outstanding Common Shares on a non-diluted basis, but less than 40% thereof;
two of our directors so long as the Investor Group holds at least 20% of the issued and outstanding Common Shares on a non-diluted basis, but less than 30% thereof; and
one of our directors so long as the Investor Group holds at least 10% of the issued and outstanding Common Shares on a non-diluted basis, but less than 20% thereof.

The Pelham Group’s nominees to our Board are Eduardo Hochschild, Paul Adams and Sanjay Sarma while the Hochschild Mining Group’s nominee to our Board is Ignacio Bustamante.

“ Hochschild Mining Group ” means, collectively, the Hochschild Mining Investor and the Hochschild Mining Permitted Holders that are party to the Investor Rights Agreement from time to time.

“ Hochschild Mining Investor ” means Hochschild Mining Holdings Limited.

“ Hochschild Mining Permitted Holder ” means any of the Hochschild Mining Investor and any of its Affiliates that are not individuals or trusts.

“ Investor Group ” means either one of the Hochschild Mining Group and the Pelham Group.

“ Pelham Group ” means, collectively, the Pelham Investor and the Pelham Permitted Holders that are party to the Investor Rights Agreement from time to time.

“ Pelham Investor ” means Pelham Investment Corporation.

“ Pelham Permitted Holder ” means any one of the Pelham Investor and any of its Affiliates that are not individuals or trusts.

A person is an “ Affiliate ” of another if one of them is the subsidiary of the other or each of them is controlled by the same person.

A person is “ controlled ” by another person if: (i) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (iii) the second person is limited partnership and the general partner of the limited partnership is the first person.

Advance Notice Provisions

We have included certain advance notice provisions with respect to the election of our directors in our Articles (the “ Advance Notice Provisions ”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual general meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include: (i) in the case of an annual meeting of shareholders (including annual general and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date (the “ Notice Date ”) of the annual general meeting of shareholders is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual general meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

A copy of the Company’s Articles is available on our website at https://aclara-re.com/investor-relations/ and under the Company’s profile on SEDAR at www.sedar.com.

Majority Voting Policy

In accordance with the requirements of the Toronto Stock Exchange, our Board has adopted a “ Majority Voting Policy ” to the effect that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” with respect to the election of directors by shareholders shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which the director was elected. Our Compensation, Nominating and Corporate Governance Committee (“ CNCG Committee ”) will consider such offer and make a recommendation to our Board whether to accept it or not. Our Board will promptly accept the resignation unless it determines, in consultation with our CNCG Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our CNCG Committee at which the resignation is considered.

Description of Proposed Director Nominees

The following sets out certain information regarding each of our nominee directors:

Ramon Barua Director and Chief Executive Officer Age: 49 Lima, Peru Director Since: May 5, 2021 Non-Independent: Mr. Barua is not independent by virtue of the fact that he is an executive officer of the Company.	Mr. Barua was appointed Chief Executive Officer of the Company in October 2021, prior to which he served as the Chief Financial Officer of Hochschild Mining since June 2010. Prior to his appointment as Chief Financial Officer of Hochschild Mining, he served in various positions with other companies associated with the Hochschild Group, namely Chief Executive Officer of Fosfatos del Pacifico S.A., General Manager for Hochschild Mining’s Mexican operations and Deputy Chief Executive Officer and Chief Financial Officer of Cementos Pacasmayo. Prior to joining the Hochschild Group, Mr. Barua was a Vice President of Debt Capital Markets with Deutsche Bank and a sales analyst with Banco Santander. Mr. Barua is an economics graduate of Universidad de Lima and holds an MBA from Columbia Business School.	Mr. Barua was appointed Chief Executive Officer of the Company in October 2021, prior to which he served as the Chief Financial Officer of Hochschild Mining since June 2010. Prior to his appointment as Chief Financial Officer of Hochschild Mining, he served in various positions with other companies associated with the Hochschild Group, namely Chief Executive Officer of Fosfatos del Pacifico S.A., General Manager for Hochschild Mining’s Mexican operations and Deputy Chief Executive Officer and Chief Financial Officer of Cementos Pacasmayo. Prior to joining the Hochschild Group, Mr. Barua was a Vice President of Debt Capital Markets with Deutsche Bank and a sales analyst with Banco Santander. Mr. Barua is an economics graduate of Universidad de Lima and holds an MBA from Columbia Business School.

Board/Committee Membership(1)	Meeting Attendance(2)
Board	-
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
400,417		441,311

Eduardo Hochschild Director and Chairman of the Board Age: 58 Lima, Peru Director Since: October 15, 2021 Non-Independent: Mr. Hochschild is not independent as a result of his relationship with the Pelham Investor and Hochschild Mining.	Mr. Hochschild has been Chairman of Hochschild Mining since 2006, and has over 30 years of experience in the extractive industries sector. Mr. Hochschild graduated from Tufts University, Boston with a Bachelor of Science degree in physics and mechanical engineering. He holds numerous board appointments, including as Chairman of Cementos Pacasmayo S.A.A and Non-Executive Chairman at non-profit organizations such as UTEC, TECSUP and the Institute of Contemporary Art and as Advisor to the Economic Counsel of the Conferencia Episcopal Peruana. Mr. Hochschild joined the Hochschild Group in 1987 as Safety Assistant at the Arcata unit, becoming Head of the Hochschild Mining Group in 1998.

Board/Committee Membership(1)	Meeting Attendance(2)
Board CNCG Committee	- -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
59,701,1611		149,576

1 The voting shares are held by the Pelham Investor, which is a personal holding company controlled by Eduardo Hochschild.

Paul Adams Director Age: 61 Florida, United States Director Since: December 2, 2021 Independent	Mr. Adams is a non-executive director of Rolls Royce, a board member of OC Oerlikon Corporation AG, Pfäffikon and Aerion Corp. and a senior advisor to VulcanForms, Inc. Mr. Adams has deep experience across the aerospace industry and in engine manufacturing in particular, gained from over 30 years of leadership experience in the aviation industry. Mr. Adams has spent much of his career with Pratt & Whitney where he held various senior management roles including Chief Operating Officer before serving as President until 2016. He was Chief Operating Officer at Precision Castparts, the world’s largest supplier of aerospace metal, castings and forgings until 2018. Mr. Adams gained a degree in aerospace engineering from the University of Michigan and in 2013 was inducted to the National Academy of Engineering, Washington DC.	Mr. Adams is a non-executive director of Rolls Royce, a board member of OC Oerlikon Corporation AG, Pfäffikon and Aerion Corp. and a senior advisor to VulcanForms, Inc. Mr. Adams has deep experience across the aerospace industry and in engine manufacturing in particular, gained from over 30 years of leadership experience in the aviation industry. Mr. Adams has spent much of his career with Pratt & Whitney where he held various senior management roles including Chief Operating Officer before serving as President until 2016. He was Chief Operating Officer at Precision Castparts, the world’s largest supplier of aerospace metal, castings and forgings until 2018. Mr. Adams gained a degree in aerospace engineering from the University of Michigan and in 2013 was inducted to the National Academy of Engineering, Washington DC.

Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee CNCG Committee	- - -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
225,460		74,788

Ignacio Bustamante Director Age: 50 Lima, Peru Director Since: October 15, 2021 Non-Independent: Mr. Bustamante is not independent as a result of his relationship with Hochschild Mining.	Mr. Bustamante has been Chief Executive Officer of Hochschild since June 2010. Mr. Bustamante previously served as Chief Operating Officer and General Manager of Hochschild’s Peruvian operations. Prior to that, Mr. Bustamante worked for Zemex Corporation between 2003 and 2007, first as Chief Financial Officer and Vice President of Business Development, and later as President. Between 1998 and 2003, Mr. Bustamante served as Chief Financial Officer of Cementos Pacasmayo S.A.A. He also currently serves as Non-Executive Director of Profuturo AFP and Scotiabank Peru S.A.A. Mr. Bustamante holds a Bachelor degree in Business Administration and Accounting from the Universidad del Pacífico in Peru and an MBA from Stanford University.	Mr. Bustamante has been Chief Executive Officer of Hochschild since June 2010. Mr. Bustamante previously served as Chief Operating Officer and General Manager of Hochschild’s Peruvian operations. Prior to that, Mr. Bustamante worked for Zemex Corporation between 2003 and 2007, first as Chief Financial Officer and Vice President of Business Development, and later as President. Between 1998 and 2003, Mr. Bustamante served as Chief Financial Officer of Cementos Pacasmayo S.A.A. He also currently serves as Non-Executive Director of Profuturo AFP and Scotiabank Peru S.A.A. Mr. Bustamante holds a Bachelor degree in Business Administration and Accounting from the Universidad del Pacífico in Peru and an MBA from Stanford University.

Board/Committee Membership(1)	Meeting Attendance(2)
Board Sustainability Committee	- -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
372,749		Nil

Catharine Farrow Lead Independent Director Age: 57 Ontario, Canada Director Since: December 2, 2021 Independent	Dr. Farrow is a director of Franco-Nevada Corporation. She is a Registered Professional Geoscientist (PGO) with more than 25 years of mining industry experience. She also serves as a Director of Centamin plc and of Eldorado Gold Corporation and is active in the mining industry in both private companies and academia. From 2012 to 2017 she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Dr. Farrow has served on the Board of a number of not-for-profit and government Advisory Boards. She has been honoured as one of the 100 Global Inspirational Women in Mining (2015 and 2018) and is a past recipient of the William Harvey Gross Medal of the Geological Association of Canada (2000) and the Distinguished Alumni Award from the Acadia Alumni Association (2020). Dr. Farrow obtained her BSc (Hons) from Mount Allison University, her MSc from Acadia University and her PhD from Carleton University. She also holds the ICD.D designation.	Dr. Farrow is a director of Franco-Nevada Corporation. She is a Registered Professional Geoscientist (PGO) with more than 25 years of mining industry experience. She also serves as a Director of Centamin plc and of Eldorado Gold Corporation and is active in the mining industry in both private companies and academia. From 2012 to 2017 she was Founding CEO, Director and Co-Founder of TMAC Resources Inc. Dr. Farrow has served on the Board of a number of not-for-profit and government Advisory Boards. She has been honoured as one of the 100 Global Inspirational Women in Mining (2015 and 2018) and is a past recipient of the William Harvey Gross Medal of the Geological Association of Canada (2000) and the Distinguished Alumni Award from the Acadia Alumni Association (2020). Dr. Farrow obtained her BSc (Hons) from Mount Allison University, her MSc from Acadia University and her PhD from Carleton University. She also holds the ICD.D designation.

Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee Sustainability Committee	- - -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
56,365		74,788

Karen Poniachik Director Age: 57 Región Metropolitana de Santiago, Chile Director Since: December 2, 2021 Independent	Ms. Poniachik has been Director of Columbia University’s Global Centers Santiago, which serves as Columbia University’s hub in Chile, since 2012. She is also a member of the board of directors of Jetsmart Airlines, Interchile ISA and Lundin Mining (a publicly traded diversified Canadian base metals mining company with operations in Brazil, Chile, Portugal, Sweden and the United States TSX: LUN). She is also a member as of the advisory board of the Chilean American Chamber of Commerce, AmCham Chile, where she served as chair of the Corporate Governance, Ethics & Compliance Committee in 2019 and 2020. She has also been part of the boards of Metro S.A. and Nuevo Pudahuel, the advisory board of AME and worked as consultant to Maersk Chile. Previously, Ms. Poniachik served as Chile’s Minister of Mining from 2006 to 2008, during which time she chaired the boards of directors of state-owned companies Codelco, Enap and Enami. She was Chile’s Special Envoy to the Organization for Economic Co-operation and Development (OECD) in charge of the country’s accession process to the organization.	Ms. Poniachik has been Director of Columbia University’s Global Centers Santiago, which serves as Columbia University’s hub in Chile, since 2012. She is also a member of the board of directors of Jetsmart Airlines, Interchile ISA and Lundin Mining (a publicly traded diversified Canadian base metals mining company with operations in Brazil, Chile, Portugal, Sweden and the United States TSX: LUN). She is also a member as of the advisory board of the Chilean American Chamber of Commerce, AmCham Chile, where she served as chair of the Corporate Governance, Ethics & Compliance Committee in 2019 and 2020. She has also been part of the boards of Metro S.A. and Nuevo Pudahuel, the advisory board of AME and worked as consultant to Maersk Chile. Previously, Ms. Poniachik served as Chile’s Minister of Mining from 2006 to 2008, during which time she chaired the boards of directors of state-owned companies Codelco, Enap and Enami. She was Chile’s Special Envoy to the Organization for Economic Co-operation and Development (OECD) in charge of the country’s accession process to the organization.

Board/Committee Membership(1)	Meeting Attendance(2)
Board Sustainability Committee	- -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
Nil		74,788

Sanjay Sarma Director Age: 54 Massachusetts, United States Director Since: October 15, 2021 Independent	Mr. Sarma is a Professor of Mechanical Engineering at Massachusetts Institute of Technology (MIT) and Vice President for Open Learning at MIT. He also currently serves as board member of Top Flight Technologies and G1S US and edX, the entity set up by MIT and Harvard to facilitate the distribution of free online education worldwide. From January 2017 to October 2021, Mr. Sarma was an independent non- executive director of Hochschild Mining. Prior to that, Mr. Sarma founded and served as a board member and Chief Technology Officer of OAT Systems (subsequently acquired by Checkpoint Systems) and worked at Schlumberger Oilfield Services.	Mr. Sarma is a Professor of Mechanical Engineering at Massachusetts Institute of Technology (MIT) and Vice President for Open Learning at MIT. He also currently serves as board member of Top Flight Technologies and G1S US and edX, the entity set up by MIT and Harvard to facilitate the distribution of free online education worldwide. From January 2017 to October 2021, Mr. Sarma was an independent non- executive director of Hochschild Mining. Prior to that, Mr. Sarma founded and served as a board member and Chief Technology Officer of OAT Systems (subsequently acquired by Checkpoint Systems) and worked at Schlumberger Oilfield Services.

Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee CNCG Committee	- - -
Securities Held (As of April 6, 2022):
Voting Shares		Restricted Share Units
2,060		74,788

Notes:

(1) The specified director is currently a member of each Board committee noted.
(2) Given that the Common Shares of the Company were not listed until December 10, 2021 and the Company was a wholly owned subsidiary of Hochschild Mining Plc (an LSE-listed UK public company) until the time of listing, the Board and its committees did not have any formal meetings during Fiscal 2021; rather, the Board and its committees conducted its activities by way of written consent resolution under applicable corporate law.
(3) See “– Ownership Interest” below.
(4) No director nominee of the Investor Group who is an officer or employee of the Company is entitled to receive any compensation for his or her service as a director of our Board. See the “Director Compensation” section of this Circular.

Ownership Interest

Our directors and executive officers, as a group, beneficially own, or control or direct, directly or indirectly an aggregate of approximately 1,124,432 Common Shares, representing approximately 0.7% of our issued and outstanding Common Shares. This figure excludes 59,701,161 Common Shares owned by the Pelham Investor, an investment holding company controlled by Mr. Hochschild, representing approximately 36.7% of the issued and outstanding Common Shares.

Corporate Cease Trade Orders and Bankruptcies

None of the directors or executive officers of the Company, and to the best of our knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company is, as at the date of this Circular, or has been within the 10 years before the date of this Circular: (a) a director, chief executive officer or chief financial officer of any company that was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (c) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

Penalties or Sanctions

None of the directors or executive officers of the Company, and to the best of its knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Individual Bankruptcies

None of the directors or executive officers of the Company, and to the best of its knowledge, no shareholder holding a sufficient number of securities to affect materially the control of the Company, has, within the 10 years prior to the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board recommends that Ernst & Young be appointed as auditor of the Company to hold office until the next annual general meeting of shareholders or until a successor auditor is appointed and that the Board be authorized to fix the auditor’s remuneration.

Information about the fees paid to the auditor of the Company for Fiscal 2021 and Fiscal 2020 may be found in our most recent Annual Information Form under the heading “Audit Committee Information – External Auditors and Service Fees”, which is available under the Company’s profile on SEDAR at www.sedar.com.

Management recommends voting FOR the resolution to approve the appointment of Ernst & Young as auditor of the Company and the authorization of the Board to fix the auditor’s remuneration.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the appointment of Ernst & Young as our auditor until the next annual general meeting of shareholders or until a successor auditor is appointed, and authorization of the Board to fix Ernst & Young’s remuneration.

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain global talent to serve on our Board, taking into account the risks and responsibilities of being an effective director. Our objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and equity components of compensation, and the implementation of share ownership guidelines. We believe that our approach has helped attract, and will continue to help to attract and retain, strong members for our Board who will be able to fulfill their fiduciary responsibilities without competing interests.

Compensation for all non-executive directors is comprised of cash and share-based awards granted under the Company’s long-term incentive plan (“ LTIP ”), including restricted share units (“ RSUs ”) and deferred share units (“ DSUs ”). Non-executive directors may elect to take all or a portion of their annual Board retainer in the form of RSUs or DSUs. The number of share-based awards granted to non-executive directors annually is calculated as the non-executive director’s annual share-based awards retainer, divided by the historical closing price of the Common Shares. The value of the amount paid out will be determined as the fair market value of the accrued amount.

The total non-executive director retainer is deemed to be full payment for the role of director. The exception to this approach would be in the event of a merger or acquisition, or other special circumstance that required more meetings than are typically required, in which case a “special” fee may be granted. Also, a retainer premium is provided to committee chairs to reflect the additional time commitment, level of responsibility and skills required in these roles.

The chart below outlines our director compensation program for our non-executive directors:

	Cash	Share-Based
	Compensation	Awards
Retainer – Chair
	US$100,000	US$200,000
Retainer – Board Member
	US$50,000	US$100,000
Additional Retainer – Audit Committee Chair	US$10,000	-

Directors who are employees of the Company will not receive any compensation for serving on the Board, and as such, Ramon Barua, as the Chief Executive Officer of the Company, does not receive additional compensation for serving as a director on our Board. Also, Mr. Bustamante has waived all Board-related fees to which he is entitled as a director.

In addition, pursuant to the Investor Rights Agreement, no director nominee of the Investor Group who is an officer or employee of the Company is entitled to receive any compensation for his or her service as a director or on any committee of the Board.

Director Compensation Table

The following table sets out information concerning compensation earned by, paid to, or awarded to each nonemployee director for Fiscal 2021:

Name	Fees Earned(1) (US$)	Share-based awards(1) (2) (US$)	Option- based awards (US$)	Non-equity incentive plan compensation (US$)	Pension value (US$)	All other compensation (US$)	Total(1) (US$)
Eduardo Hochschild	-	-	-	-	-	-	-
Paul Adams	-	-	-	-	-	-	-
Catharine Farrow	-	-	-	-	-	-	-
Karen Poniachik	-	-	-	-	-	-	-
Sanjay Sarma	-	-	-	-	-	-	-

Notes:

(1) While no directors were compensated in Fiscal 2021 for services rendered to the Company in such capacities, their entitlement to compensation in fiscal year 2022 (“ Fiscal 2022 ”) began accruing as of January 1, 2022. Effective January 1, 2022, Mr. Hochschild is entitled to a per annum cash compensation of US$100,000 and a per annum share-based award in the amount of US$200,000, which Mr. Hochschild may elect to receive in the form of restricted share units. Effective January 1, 2022, each of Messrs and Mesdames Adams, Farrow, Poniachik and Sarma are entitled to a per annum cash compensation of US$50,000 and a per annum share-based award in the amount of US$100,000, which the directors may elect to receive in the form of restricted share units. Mr. Adams is further entitled to a cash compensation in the amount of US$10,000 in connection with his role as chair of the Audit Committee.
(2) The number of restricted share units issuable to each of Messrs and Mesdames Hochschild, Adams, Farrow, Poniachik and Sarma are based on the offering price of each Common Share in connection with the Company’s IPO, being C$1.70. Based on the Bank of Canada daily average rate of exchange on December 10, 2021, Mr. Hochschild is entitled to receive 149,576 restricted share units and each of Messrs and Mesdames Adams, Farrow, Poniachik and Sarma are entitled to receive 74,788 restricted share units for their services as directors during Fiscal 2022.

Outstanding Option-Based and Share-Based Awards for Directors

The following table sets out information concerning the option-based and share-based awards outstanding as at December 31, 2021 granted to our non-employee directors during Fiscal 2021:

	Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Name and Principal Position	Number of Common Shares underlying unexercised options	Option exercise price (US$)	Option expiration date	Value of unexercised in-the- money options (US$)	Number of shares that have not vested(1)	Market or payout value of share- based awards that have not vested(1) (US$)	Market or payout value of vested share-based awards not paid out or distributed (US$)
Eduardo Hochschild	-	-	-	-	-	-	-
Paul Adams	-	-	-	-	-	-	-
Ignacio Bustamante	-	-	-	-	-	-	-
Catharine Farrow	-	-	-	-	-	-	-
Karen Poniachik	-	-	-	-	-	-	-
Sanjay Sarma	-	-	-	-	-	-	-

Notes:

(1) Share-based awards granted to non-employee directors pursuant to their entitlements during Fiscal 2022 are comprised of restricted share units, which will fully vest at the end of the calendar year. The value of the Common Shares underlying the restricted share units is calculated based on the offering price of each Common Share in connection with the Company’s IPO, being C$1.70.

Incentive Plan Awards — Value Vested or Earned During the Year for Directors

The following table indicates, for each of our directors entitled to receive any compensation for his or her service as a director of our Board, a summary of the value of the option-based and share-based awards vested in accordance with their terms during Fiscal 2021:

	Option-based awards –		Non-equity incentive plan
	Value vested during the	Share-based awards – Value	compensation – Value
	year	vested during year(1)	earned during the year
Name and Principal Position	(US$)	(US$)	(US$)
Eduardo Hochschild	-	-	-
Paul Adams	-	-	-
Ignacio Bustamante	-	-	-
Catharine Farrow	-	-	-
Karen Poniachik	-	-	-
Sanjay Sarma	-	-	-

Notes:

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following discussion describes the significant elements of the compensation in Fiscal 2021 of our Chief Executive Officer, Chief Financial Officer, and the next most highly paid executive officers of the company (collectively, the “ named executive officers ” or “ NEOs ”), namely:

Ramon Barua, Chief Executive Officer;
Rodrigo Ceballos, President and General Manager;
Francois Motte Sauter, Chief Financial Officer[(1)] ; and

 Barry Murphy, Chief Operating Officer.

Notes:

(1) Effective March 1, 2022, Diego Brieba was engaged to act as the General Counsel and Corporate Affairs and Corporate Secretary of the Company. Concurrently with Mr. Brieba’s appointment, Mr. Sauter transitioned out from his former role as Corporate Secretary of the Company.

Overview

We operate in a dynamic and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers. We expect our team to possess and demonstrate strong leadership and management capabilities, as well as foster our culture, which is at the foundation of our success and remains a pivotal part of our everyday operations. Our compensation philosophy is to reward the successful achievement of annual and longer-term objectives. Performance conditions include both financial and non-financial measures—including the manner in which results are achieved – both at a corporate and individual level. These factors are evaluated each year as part of a balanced and disciplined approach to the compensation decision process. These considerations reinforce and promote responsible growth and maintain alignment with the Company’s risk framework. Our executive compensation program provides different components to align executive and shareholder interests. Our CNCG Committee has the primary responsibility for approving our compensation strategy and philosophy, and the compensation programs applicable to our executive officers.

Our executive officer compensation program is designed to achieve the following objectives:

attract, retain, and motivate the company executives and senior management;
provide management incentives that align with and support the Company’s business strategy; and
align management incentives with the creation of shareholder value.

The Company seeks to achieve this alignment over both the short and long term using an annual performance-related bonus, which rewards the achievement of a balanced mix of financial, operational and other relevant performance measures, and the use of the LTIP. Remuneration decisions are also driven by external considerations, in particular relating to the global demand for talent in the sector.

We offer our executive officers cash compensation in the form of an annualized base salary and an annual bonus, and equity-based or equity-like compensation under the LTIP, as further described below.

While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we continue to evaluate our philosophy and compensation program as circumstances require and plan to continue to review compensation on an annual basis. As part of this review process, we are guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to us if we were required to find a replacement for a key employee.

Compensation-Setting Process

Our CNCG Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. Our CNCG Committee also ensures that compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. Our Board has established a written charter for our CNCG Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and executive officers. Our CNCG Committee’s oversight includes setting objectives, evaluating performance, and ensuring that total compensation paid to our NEOs and various other key executive officers and key managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program. See “Corporate Governance — Committees of our Board — Nominating and Corporate Governance Committee”. For details regarding the relevant education and experience of each member of our CNCG Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see “Election of Directors – Description of Proposed Director Nominees”.

Our CNCG Committee is also responsible for establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices. We mitigate executive compensation risk through such corporate governance oversight and policies, as well as our executive compensation plan design. For example, pursuant to our Insider Trading Policy, directors and executive officers are prohibited from purchasing financial instruments such as prepaid variable forward contracts, equity swaps or collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or otherwise held directly or indirectly by such persons.

The compensation paid to our NEOs for Fiscal 2021, is summarized below under the heading “— Summary Compensation Table”.

Principal Elements of Compensation

The compensation of our executive officers includes three major elements: (i) base salary; (ii) short-term incentives, consisting of an annual bonus; and (iii) long-term equity incentives, consisting of cash and/or options, restricted share units and/or performance share units granted from time to time under the LTIP. Perquisites and personal benefits, including life, disability, health and dental insurance programs are not a significant element of compensation of our executive officers and are offered on a basis consistent with local market practice.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries will be reviewed annually and as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities, as well as to maintain market competitiveness.

Short-Term Incentives (Annual Bonuses)

Annual bonuses are designed to motivate our executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular. Annual bonuses are granted in the amount of 0% to 120% of our executive officer’s annualized base salary and are based on our executive officers’ performance, where the target bonus shall equal 50% of the executive officer’s annualized base salary. The target bonus will correlate to substantial achievement by the Company of the goals and objectives set by the Board, and a maximum bonus will correlate to significant over-performance by the Company of the goals and objectives set by the Board.

Long-Term Incentives

The executive officers, along with our directors and employees, are eligible to participate in our long term incentive program, which will be comprised of cash and/or options (“ Options ”), RSUs, DSUs, and/or performance share units (“ PSUs ”, and together with Options, RSUs and PSUs, the “ Awards ”) issued pursuant to the LTIP. The purpose of the LTIP is to promote greater alignment of interests between directors, executive officers and employees and shareholders, and to support the achievement of the Company’s longer term performance objectives, while also providing an element of longer term retention.

Our Board is responsible for administering the LTIP, and the CNCG Committee makes recommendations to our Board in respect of matters relating to the LTIP, including grants made thereunder.

Omnibus Long-Term Incentive Plan (LTIP)

In 2021, in connection with the IPO, we established our LTIP to allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, officers and employees. The LTIP facilitates granting of Awards representing the right to receive one Common Share (and in the case of RSUs, PSUs and/or DSUs, one Common Share, the cash equivalent of one Common Share, or a combination thereof) in accordance with the terms of the LTIP. In accordance with a participant’s grant agreement or any other provision of the LTIP, DSUs can be cash settled or settled in shares on a date that will not be earlier than the date the director’s tenure as a member of the Board ceases and will not be later than December 15th of the year following the year in which the director’s tenure as a member of the Board ceases. The following discussion is qualified in its entirety by the text of the LTIP.

Under the terms of the LTIP, our Board, in consultation with the CNCG Committee, may grant Awards to eligible participants. Awards may be granted at any time and from time to time in order to (i) provide

participant’s with additional incentives; (ii) encourage stock ownership by such participants; (iii) increase the proprietary interest of participants in the success of the Company; (iv) promoting growth and profitability of the Company; (v) encouraging participants to take into account long-term corporate performance; (vi) rewarding participants for sustained contributions to the Company and/or significant performance achievements of the Company; and (vii) enhancing the Company’s ability to attract, retain and motivate participants. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, subject to the exclusions set forth in the LTIP.

The LTIP provides that appropriate adjustments, if any, will be made by our Board in connection with a reclassification, reorganization or other change to our Common Shares, consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP. In the event that a participant receives Common Shares in satisfaction of an Award during a black out period, such participant shall not be entitled to sell or otherwise dispose of such Common Shares until such black out period has expired.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our LTIP is 5% of the aggregate number of Common Shares issued and outstanding from time to time, which represents 8,129,958 Common Shares as of the date of this Circular. The maximum number of Common Shares reserved for issuance, in the aggregate, under our LTIP to non-executive directors is 1% of the aggregate number of Common Shares issued and outstanding as at the Closing, which represents 1,625,991 Common Shares as of the date of this Circular. The aggregate number of Common Shares (i) issued to insiders under the LTIP or any other proposed or established share based compensation arrangement within any one year period and (ii) issuable to insiders at any time under the LTIP or any other proposed or established share based compensation arrangement, will in each case not exceed 3% of the aggregate number of issued and outstanding Common Shares, being 4,877,974 Common Shares as of the date of this Circular, or such other number as may be approved by the TSX and shareholders of the Company from time to time. All of the Common Shares covered by the exercised, cancelled or terminated awards will automatically become available Common Shares for the purposes of awards that may be subsequently granted under the LTIP. As a result, the LTIP is considered an “evergreen” plan. As an evergreen plan, the LTIP will be subject to shareholder approval every three years pursuant of the rules of the TSX.

Subject to the Board’s discretion, a participant’s grant of Options will be evidenced by a stock option certificate, in the form approved by the Board for use under the LTIP from time to time and which will provide for the vesting term and exercise price of such Options, among others. An Option is exercisable during a period established by our Board, which commences on the date of the grant and shall terminate no later than ten years after the date of granting the option, or such shorter period of time as the Board may determine. The LTIP provides that the exercise period shall automatically be extended if the date on which such option is scheduled to terminate shall fall during a black out period. In such cases, the extended exercise period shall terminate ten business days following the last day of the blackout period. In order to facilitate the payment of the exercise price of the Options, the LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted “cashless exercise” or a “net exercise” subject to the procedures set out in the LTIP, including the consent of our Board, where required.

Our Board is authorized to grant RSUs, PSUs and DSUs evidencing the right to receive Common Shares (issued from treasury or purchased on the open market), cash in lieu thereof based on the value of a Common Share or a combination thereof to eligible persons under the LTIP. RSUs generally become vested, if at all, following a period of continuous employment. PSUs are similar to RSUs, but their vesting is, in whole or in part, conditioned on the attainment of specified performance metrics as may be determined by the Board. The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards will be set out in the participant’s grant agreement. Subject to the achievement of the applicable vesting conditions and the Board’s determination, the payout of an RSU or PSU will generally be settled as soon as practicable following the determination date. The payout of a DSU will generally occur upon or following the participant ceasing to be a director, executive officer, employee or consultant of the Company, subject to satisfaction of any applicable conditions.

The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, including termination for cause, resignation, termination other than for cause, retirement and death, subject to the terms of a participant’s employment agreement or grant agreement and the change of control provisions described below:

Event Provisions	Provisions
Termination for cause ..................................................	Forfeiture of all unexercised vested and unvested
	Awards on the effective date of the termination.
Resignation ..................................................................	Forfeiture of all unvested Awards and the earlier of
	the original expiry date and 90 days after resignation
	to exercise vested Awards or such longer period as
	the Board may determine in its sole discretion.
Termination other than for cause .................................	Subject to the terms of the grant or as determined by
	the Board, upon a participant’s termination without
	cause, the number of Awards that may vest is subject
	to pro ration over the applicable performance or
	vesting period and shall expire on the earlier of 90
	days after the effective date of the termination, or the
	expiry date of such Award.
Retirement ...................................................................	Upon the retirement of a participant’s employment
	with the Company, any unvested Awards held by the
	participant as at the retirement date will continue to
	vest in accordance with its vesting schedule, and all
	vested Awards held by the participant at the
	retirement date may be exercised until the earlier of
	the expiry date of the Awards or three years following
	the retirement date; provided that, if the participant
	breaches any post-employment restrictive covenants
	in favour of the Company (including non-competition
	or non-solicitation covenants), then any Awards held
	by such participant, whether vested or unvested, will
	immediately expire and the participant shall pay to
	the Company any “in the money” amounts realized
	upon exercise of options following the retirement
	date.
Death ...........................................................................	All unvested Awards will vest and may be exercised
	within 180 days after the death of such participant.

In connection with a change of control of the Company, our Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, provided that our Board may accelerate the vesting of Awards if: (i) the required steps to cause the conversion or exchange or replacement of Awards are impossible or impracticable to take or are not being taken by the parties required to take such steps (other than the Company); or (ii) the Company has entered into an agreement which, if completed, would result in a change of control and the counterparty or counterparties to such agreement require that all outstanding Awards be exercised immediately before the effective time of such transaction or terminated on or after the effective time of such transaction. If a participant is terminated without cause during the 12-month period following a change of control, or after the Company has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Awards (based on the performance achieved up to the termination date in respect of PSUs) will immediately vest and may be exercised within 30 days of such termination date.

Our Board may, in its sole discretion, suspend or terminate the LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the LTIP or of any Award granted under the LTIP and any grant agreement relating thereto, subject to any required regulatory and TSX approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or as required by applicable laws.

Our Board may amend the LTIP or any Award at any time without the consent of a participant; provided that such amendment shall (i) not adversely alter or impair any Award previously granted, except as permitted by the terms of the LTIP, (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX, and (iii) be subject to shareholder approval, where

required by law, the requirements of the TSX or the LTIP; provided, however, that shareholder approval shall not be required for the following amendments and our Board may make any changes which may include but are not limited to:

amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, inconsistency, defective provision, error or omission in the LTIP;
changes that alter, extend or accelerate the terms of exercise, vesting or settlement applicable to any Award;
a change to the eligible participants or assignability provisions under the LTIP;
any amendment regarding the effect of termination of a participant’s employment or engagement;
any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks;
any amendment regarding the administration of the LTIP;
any amendment to add an insider participation limit;
any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body; and
any other amendment that does not require the approval of the shareholders of the Company,
provided that the alteration, amendment or variance does not:
increase the maximum number of Common Shares issuable under the LTIP, other than pursuant to the adjustment provisions;
reduce the exercise price of the Awards; or
amend the amendment provisions of the LTIP.

Summary Compensation Table

The following table sets out information concerning the Fiscal 2021 compensation earned by, paid to, or awarded to the NEOs. As we became a reporting issuer during Fiscal 2021, in accordance with applicable securities laws, compensation information has not been presented with respect to prior years. See also the footnotes to the table.

					Non-equity incentive	Non-equity incentive
					plan
					compensation (US$)
			Share-	Option-
Name and			based	based	Annual	Long-term	Pension	All other	Total
Principal		Salary(1)	awards(2)	awards	incentive	incentive	value(3)	compensation	compensation(4)
Position	Year	(US$)	(US$)	(US$)	plan	plans	(US$)	(US$)	(US$)
Ramon Barua	2021	400,000	1,761,652	-	400,000	-	-	-	2,561,652
Chief Executive
Officer
Rodrigo	2021	320,000	528,496	-	192,000	-	-	-	1,040,496
Ceballos
President and
General Manager
Francois Motte	2021	132,000	176,165	-	29,700	-	-	-	337,865
Sauter
Chief Financial
Officer
Barry Murphy	2021	350,000	528,496	-	175,000	-	-	-	1,053,496
Chief Operating
Officer

Notes:

(1) Amounts reported have been converted to U.S. dollars using a rate of CLP$1.00 = US$0.0012.

(2) Represents the fair value for the grants of RSUs on the grant date, being December 10, 2021. Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.2776.

(3) We do not currently offer a pension plan.

(4) None of our NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over C$50,000 or over 10% of their base salary.

Employment Agreements, Termination and Change of Control Benefits

We have written employment agreements with each of our NEOs and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plans available to our most senior employees.

In 2021, we entered into an employment agreement with each of Ramon Barua, Rodrigo Ceballos, Barry Murphy and Francois Motte Sauter setting forth the terms and conditions of each of their employment as our Chief Executive Officer, President and General Manager, Chief Operating Officer and Chief Financial Officer, respectively. Each employment agreement provides for each of their initial base salary, annualized base salary, bonus payments, expenses, and which includes, among other things, provisions regarding confidentiality, non-competition and non-solicitation, as well as eligibility to participate in our benefit plans. The employment agreements with each of Messrs. Barua and Murphy provide that if their employment is terminated by us without cause, they will be entitled to a severance payment based on his annualized base salary (up to a maximum of 12 months) and continuation of benefits for one year following termination. In the event of termination without cause of either Messrs. Ceballos and Motte, the Company will provide severance in accordance with applicable employment or labour standards legislation. In the event that the NEO’s employment is terminated by us with cause, the NEO will be entitled to have his annualized salary and benefits continue until the date on which the NEO ceases to be employed by us. On a change of control of the Company, the NEOs will be entitled to immediate vesting of any equity-based awards.

The table below shows the incremental payments that would be made to our NEOs upon the occurrence of certain events under the terms of their respective employment agreements upon the occurrence of certain events, if such events were to have occurred on the last business day of Fiscal 2021.

Name and Principal Position	Event	Payments(1)(2) (US$)	Acceleration of unvested share-based awards(3) (US$)	Other payments(4) (US$)	Total (US$)
Ramon Barua........................................ Chief Executive Officer	. Termination other than for cause	-	587,217	-	587,217
	Change of control	400,000	1,761,652	-	2,161,652
Rodrigo Ceballos................................ President and General Manager	. Termination other than for cause	-	176,165	-	176,165
	Change of control	-	528,496	-	528,496
Francois Motte Sauter.................... Chief Financial Officer	. Termination other than for cause	-	58,722	-	58,722
	Change of control	-	176,165	-	176,165
Barry Murphy .......................... Chief Operating Officer	Termination other than for cause	-	176,165	-	176,165
	Change of control	350,000	528,496	-	528,496

Notes:

(1) Severance payments are calculated based on the base salary we pay to our NEOs in Fiscal 2021.

(2) Severance payments of each of Messrs. Ceballos and Motte will be determined in accordance with applicable employment or labour standards legislation.

(3) Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.2776.

(4) Excludes accrued and prorated annual bonus, as not yet determined and benefit plan payments.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets out information concerning the option-based and share-based awards outstanding as at December 31, 2021 granted to our NEOs:

		Option-based awards	Option-based awards			Share-based awards	Share-based awards
						Market or
Name and Principal	Number of securities underlying unexercised options	Option exercise	Option expiration	Value of unexercised in-the- money options	Number of shares or units of shares that have not vested	payout value of share- based awards that have not vested	Market or payout value of vested share- based awards not paid out or distributed
Position	(#)	price (US$)	date	(US$)	(#)	(US$)(1)	(US$)(1)
Ramon Barua	-	-	-	-	882,622	1,174,434	587,217
Chief Executive Officer
Rodrigo Ceballos	-	-	-	-	264,787	352,330	176,165
President and General
Manager
Barry Murphy	-	-	-	-	264,787	352,330	176,165
Chief Operating Officer
Francois Motte Sauter	-	-	-	-	88,262	117,443	58,722
Chief Financial Officer

Notes:

(1) Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.2776.

Incentive Plan Awards — Value Vested or Earned During the Year

The following table indicates, for each of our NEOs, a summary of the value of the option-based and sharebased awards vested in accordance with their terms during Fiscal 2021:

	Option-based awards –	Share-based awards –	Non-equity incentive plan
	Value vested during	Value vested during	compensation – Value earned
	Fiscal 2021	Fiscal 2021	during Fiscal 2021
Name	(US$)	(US$)(1)	(US$)
Ramon Barua	-	587,217	400,000
Chief Executive Officer
Rodrigo Ceballos	-	176,165	192,000
President and General Manager
Barry Murphy	-	176,165	175,000
Chief Operating Officer
Francois Motte Sauter	-	58,722	29,700
Chief Financial Officer

Notes:

(1) Amounts reported have been converted to U.S. dollars using a rate of US$1.00 = C$1.2776.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows information, as at December 31, 2021, on compensation plans under which shares are authorized for issuance. Only Common Shares are issuable under our existing equity compensation plans. For a description of our equity-based incentive compensation plans, see “Compensation Discussion and Analysis — Principal Elements of Compensation”.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (US$) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders  LTIP	750,228 RSUs(1)	N/A for RSUs	7,379,730(2)
Equity compensation plans not approved by shareholders	-	-	-
Total	750,228 RSUs	N/A for RSUs	7,379,730(2)

Notes:

(1) Issued on December 10, 2021 to certain of the Company’s NEOs in connection with the IPO.

(2) Represents the maximum number of Common Shares reserved for issuance under the LTIP in connection with the grant of Awards thereunder, which, in aggregate with the number of Common Shares underlying all issued and outstanding Awards, represents 5% of the number of issued and outstanding Common Shares.

During Fiscal 2021, the Company’s annual burn rate with respect to the awards granted under the LTIP was 0.46%. The burn rate is calculated in accordance with section 613(p) of the TSX Company Manual of each of the Company’s security-based arrangements for the three most recently completed fiscal years. The burn rate is equal to the total number of securities (including Options, RSUs, PSUs, DSUs or other similar awards) granted under the plan during the applicable fiscal year subject to the LTIP divided by the weighted average number of Common Shares of the Company outstanding as of December 31, 2021. The Company’s future burn rate under the LTIP is subject to change from time to time, based on the number of Awards granted and the total number of Common Shares issued and outstanding.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, former directors, former executive officers or former employees of the Company, and none of their associates, is or has within 30 days before the date of this Circular or at any time since the beginning of the most recently completed financial year been indebted to the Company or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the Company, except for routine indebtedness.

CORPORATE GOVERNANCE

General

The Board believes that sound corporate governance practices are essential to the proper management and operation of our business. This includes compliance with applicable regulatory requirements and best practices that go beyond the requirements mandated by regulation.

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices.

Disclosure of our governance practices as required under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) is set out below and describes our approach to corporate governance.

To comply with these various standards and achieve best practices, we have adopted comprehensive corporate governance policies and procedures. Our key policies and documents include the following:

Mandate of the Board of Directors
Code of Ethics
Majority Voting Policy  Whistleblower Policy
Charters of the Board Committees,  Insider Trading Policy including the Audit Committee, the  Disclosure Policy CNCG Committee and the  Corporate Governance Guidelines Sustainability Committee  Anti-Bribery and Anti-Corruption Compliance
Claw Back Policy Policy

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of three and a maximum of 15 directors as determined from time to time by the directors. Our Board consists of seven directors: Ramon Barua, Eduardo Hochschild, Paul Adams, Ignacio Bustamante, Catharine Farrow, Karen Poniachik and Sanjay Sarma. Under the BCBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by shareholders at each annual general meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual general meeting or until their respective successors are elected or appointed. Our Articles provide that, between annual general meetings of shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors.

Certain aspects of the composition and functioning of our Board are governed by the terms of the Investor Rights Agreement. See also “Election of Directors — Investor Rights Agreement”.

Director Independence

Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 — Audit Committees (“ NI 52-110 ”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that three directors on our Board, Ramon Barua, Eduardo Hochschild and Ignacio Bustamante, are not considered independent as a result of their respective relationships with us or the Pelham Investor, as applicable. Certain members of our Board are also members of the board of directors of other public companies. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that given its size and structure, including the fact that a majority of our directors are independent, it is able to facilitate independent judgment in carrying out its responsibilities and will continue to do so following Closing. To enhance such independent judgment, it is anticipated that the independent members of our Board will hold in camera meetings with members of management and non-independent directors not in attendance, as part of regularly scheduled Board meetings. Open and candid discussion among the independent directors is facilitated by the relatively small size of the Board. Our Board has not appointed an independent chair. However, as our Chairman is not an independent director, Catharine Farrow has been appointed as lead independent director by the Board and will be responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by a majority of independent directors and shall be an independent director. Discussions will be led by the lead independent director who will provide feedback subsequently to the Chairman.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the BCBCA regarding conflicts of interest. Further, our directors and executive officers are

prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of our Common Shares.

Majority Voting Policy

Our Board believes that each of its members should carry the confidence and support of the Company’s shareholders. To this end, the Board has adopted a majority voting policy (the “ Majority Voting Policy ”) to effect that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” with respect to the election of directors by our shareholders, the nominee shall tender his or her resignation to the Chairman promptly following the meeting at which the director was elected. Any resignation received by the Chairman will be promptly referred to the CNCG Committee. Our CNCG Committee will consider such offer and make a recommendation to our Board whether or not to accept it. Our Board will promptly accept the resignation unless it determines, in consultation with our CNCG Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our CNCG Committee at which the resignation is considered.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board is comprised of a diverse range of individuals who represent a mix of background, experience, skills and expertise, evidencing diversity in tenure, age and gender. Accordingly, our Board has not adopted, nor does it currently consider it necessary to adopt, director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the CNCG Committee of our Board will seek to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our CNCG Committee is also expected to conduct a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. See also “— Committees of our Board — Compensation, Nomination and Governance Committee — Board and Senior Executive Diversity”.

Mandate of our Board of Directors

Our Board is responsible for supervising the management of the business and affairs of the Company, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix A, which describes the duties and responsibilities of the Board in the following areas:

appointing the Chief Executive Officer;
appointment, evaluation and development of senior management and succession planning;
developing an environmental, social and governance policy;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and
reviewing and approving management’s strategic and business plan.

Position Descriptions

Our Board has adopted a written position description for the Chairman, which sets out the Chairman’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing meetings of the Board and shareholders, director development and communicating with shareholders and regulators.

Our Board has adopted a written position description for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among others, duties relating to setting committee

meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration and supervising day-to-day management and communicating with shareholders and regulators.

Orientation and Continuing Education

We have implemented an orientation program for new directors under which a new director will meet with the Chairman, members of senior management and our secretary. It is anticipated that new directors will be provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. Our Board will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Code of Ethics

We have adopted a written code of ethics (the “ Code of Ethics ”) that applies to all of our officers, directors, employees, contractors and agents acting on behalf of the Company. The objective of the Code of Ethics will be to provide guidelines for maintaining our and our subsidiaries’ integrity, trust and respect. The Code of Ethics addresses compliance with laws, rules and regulations, conflicts of interest, confidentiality, commitment, preferential treatment, financial information, internal controls and disclosure, protection and proper use of our assets, communications, fair dealing, fair competition, due diligence, illegal payments, equal employment opportunities and harassment, privacy, use of Company computers and the internet, political and charitable activities and reporting any violations of law, regulation or the Code of Ethics. Any person subject to the Code of Ethics should report all violations of law, regulation or of the Code of Ethics of which they become aware to any one of the Company’s executive officers. The CNCG Committee will be responsible for reviewing and evaluating the Code of Ethics at least annually and will recommend any necessary or appropriate changes to our Board for consideration. The CNCG Committee will assist the Board with the monitoring of compliance with the Code of Ethics, and will be responsible for considering any waivers of the Code of Ethics (other than waivers applicable to members of the CNCG Committee, which shall be considered by the Audit Committee, or waivers applicable to our directors or executive officers, which shall be subject to review by our Board as a whole). Our Board has ultimate responsibility for monitoring compliance with the Code of Ethics. In accordance with NI 58-101, the Code of Ethics has been filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Anti-Bribery and Anti-Corruption Compliance Policy

We have adopted an anti-bribery policy (the “ Anti-Bribery Policy ”) which establishes our commitment to comply fully with Canada’s Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act of 1977 and any local and foreign anti-bribery or anti-corruption laws and regulations that may be applicable. Pursuant to the Anti-Bribery Policy, all Company personnel shall comply with all laws prohibiting improper payments to domestic and foreign officials, and shall conduct the Company’s business legally and ethically. Gifts, payments or offerings of anything to influence sales or other business, bribes, kickbacks, or other questionable inducements, directly or indirectly to government officials are prohibited. The Anti-Bribery Policy provides a guideline of prohibited payments, as well as the consequences of noncompliance. The Anti-Bribery Policy also sets out strategies we have adopted to mitigate bribery and corruption risk. The Board is responsible for monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations.

Committees of our Board

Our Board has established three committees: the Audit Committee, CNCG Committee and the Sustainability Committee.

Audit Committee

Detailed information about our Audit Committee, including the mandate of the Audit Committee and a copy of its charter, can be found in our Annual Information Form for the year ended December 31, 2021 on SEDAR at www.sedar.com under the heading “Directors and Officers — Audit Committee”.

Compensation, Nomination and Governance Committee

Our CNCG Committee currently consists of three directors, two of whom are independent directors, and is charged with reviewing, overseeing and evaluating our compensation, corporate governance and nominating policies. Our CNCG Committee is currently comprised of Eduardo Hochschild, who acts as chair of the CNCG Committee, Sanjay Sarma and Paul Adams. No member of our CNCG Committee is, or will be, an officer of the Company, and as such, our Board believes that our CNCG Committee is, and will be, able to conduct its activities in an objective manner.

Our Board believes that the members of the CNCG Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the committee’s mandate. All members of the CNCG Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and on the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of our CNCG Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see also “Election of Directors — Description of Proposed Director Nominees”.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our CNCG Committee consistent with our Corporate Governance Guidelines. Our CNCG Committee’s purpose is to assist our Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;
maintaining talent management and succession planning systems and processes relating to our senior management;
developing compensation structure for our senior executives including salaries, annual and longterm incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
reviewing and, if appropriate, recommending to the Board the approval of any adoption, amendment or termination of our incentive or equity-based compensation arrangements (and the aggregate number of Common Shares to be reserved for issuance thereunder), and overseeing their administration and discharging any duties imposed on the committee by any such arrangements;
assessing the compensation of our directors;
developing benefit retirement and savings plans;
developing our corporate governance guidelines and principles and providing us with governance leadership;
identifying and overseeing the recruitment of candidates qualified to be nominated as members of our Board;
monitoring compliance with the Code of Ethics and initiating investigations of reported violations thereof;
reviewing the structure, composition and mandate of Board committees; and
evaluating the performance and effectiveness of our Board and of our Board committees.

Our CNCG Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our CNCG Committee will also take reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our Chairman and committee chairs. The assessment will address, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board will receive and consider the recommendations from our CNCG Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chairman and committee chairs. In identifying new candidates for our Board, the CNCG Committee will consider what competencies and skills our Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering our Board as a group, as these may ultimately determine the boardroom dynamic. Our CNCG Committee is also responsible for orientation and continuing education programs for our directors. See also “– Orientation and Continuing Education”.

Sustainability Committee

The Board has also formed the Sustainability Committee, which is currently comprised of three directors, and is charged with overseeing and making all necessary recommendations to the Board in connection with sustainability issues as they affect the Company’s operations. In particular, the Sustainability Committee focuses on compliance with national and international standards to ensure that effective systems of standards, procedures and practices are in place at each of the Company’s operations. The Sustainability Committee is also responsible for reviewing management’s investigation of incidents or accidents that occur in order to assess whether policy improvements are required. Our Sustainability Committee is currently comprised of Karen Poniachik, who acts as chair of the Sustainability Committee, Ignacio Bustamante and Catharine Farrow. None of the members of our Sustainability Committee is, or will be, an officer of the Company, and as such, our Board believes that our Sustainability Committee is, and will be, able to conduct its activities in an objective manner.

Board and Senior Executive Diversity

We believe that having a diverse Board can offer a breadth and depth of perspectives that enhance our Board’s performance. We value diversity of abilities, experience, perspective, education, background, race and national origin. Recommendations concerning director nominees are expected to be based on merit and past performance as well as expected contribution to our Board’s performance and, accordingly, diversity is taken into consideration. Currently, two of the seven members on our Board, or 29%, are female members. We have and will continue to recruit and select senior management candidates that represent a diversity of business understanding, personal attributes, abilities and experience. Currently, none (0%) of our executive officers are female.

We do not currently have a formal policy for the representation and nomination of women on our Board or our senior management, as we have been successful in recruiting and retaining qualified senior management under our existing recruitment policies and processes. We have not adopted formal targets for gender or other diversity representation in part due to the need to consider a balance of criteria for each individual appointment.

We anticipate that the composition of our Board and senior management will be shaped by the selection criteria to be established by our CNCG Committee. This will be achieved by, among other things, ensuring that diversity considerations are taken into account in Board vacancies and senior management, monitoring the level of female representation on our Board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that our most talented employees are promoted from within our organization.

OTHER IMPORTANT INFORMATION

Voting Securities

Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. Holders of Common Shares are entitled to one vote per Common Share on all matters upon which holders of Common Shares are entitled to vote. See also “— Certain Amendments” below.

As at the date of this Circular, there are 162,599,162 Common Shares issued and outstanding, and no preferred shares issued and outstanding.

Preferred Shares

Except as provided in any special rights or restrictions attaching to any series of preferred shares issued from time to time, the holders of preferred shares will not be entitled to receive notice of, attend or vote at any meeting of shareholders.

This summary is qualified by reference to, and is subject to, the detailed provisions of our Articles, available under the Company’s profile on SEDAR at www.sedar.com.

Principal Holders of Voting Securities

The following table sets out the persons who had, to the knowledge of the Company’s directors or executive officers, as at the date of this Circular, directly or indirectly, beneficial ownership or control or direction over voting securities carrying 10% or more of the voting rights attached to any class of our voting securities:

		Number of
	Type of	Common Shares		% of Total
Name	Ownership	Owned	% of Class(3)	Voting Rights(3)
Pelham Investor(1)	Direct	59,701,161(1)	36.7	36.7
Hochschild Mining Investor	Beneficial	32,526,389(2)	20.0	20.0

Notes:

(1) Pelham Investor is a personal holding company controlled by Eduardo Hochschild.

(2) Represents 32,526,389 Common Shares beneficially owned by Hochschild Mining Plc, a public company listed on the London Stock Exchange.

(3) Based on an aggregate of 162,599,162 Common Shares issued and outstanding as of December 31, 2021.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of Aclara, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading “Interest of Management and Others in Material Transactions”, no informed person of the Company, proposed director, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

SHAREHOLDER PROPOSALS

There are no shareholder proposals to be considered at the Meeting. The BCBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual general meeting of shareholders.

ADDITIONAL INFORMATION

Documents you can request

You can ask us for a copy of the following documents at no charge:

our most audited financial statements for the most recently completed financial year together with the accompanying auditors’ report;

any interim financial statements that were filed after the financial statements for our most recently completed financial year;
our management’s discussion and analysis related to the above financial statements;
the management proxy circular for our most recent annual general shareholder meeting; and
our most recent Annual Information Form, together with any document, or the relevant pages of any document, incorporated by reference into it.

Please write to Investor Relations at Cerro El Plomo 5630, Office 901 9th floor, Las Condes, Santiago, Región Metropolitana, Chile or email [email protected].

These documents are also available on our website at https://aclara-re.com/investor-relations/ and on SEDAR at www.sedar.com. All of our news releases are also available on our website.

Information contained on, or that can be accessed through, our website does not constitute a part of this Circular and is not incorporated by reference herein.

Financial information is provided in our audited annual financial statements and related management’s discussion and analysis for the year ended December 31, 2021.

Approval

Our Board has approved the contents of this Circular and the sending thereof to our shareholders, directors and auditor.

On behalf of the Board of Directors,

(signed) Ramon Barua Ramon Barua Chief Executive Officer

Appendix A MANDATE OF THE BOARD OF DIRECTORS

1. Introduction

The members of the board of directors (respectively, the “ Directors ” and the “ Board ”) of Aclara Resources Inc. (the “ Company ”) are elected by the shareholders of the Company and are responsible for the stewardship of the Company. The purpose of this mandate (the “ Board Mandate ”) is to describe the principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in discharging its duties and responsibilities.

Certain aspects of the composition and organization of the Board are prescribed and/or governed by the Business Corporations Act (British Columbia) and the constating documents of the Company, and applicable agreements, including the investor rights agreement between the Company and Hochschild Mining Holdings Limited and Pelham Investment Corporation (the “ Investor Rights Agreement ”). Certain of the provisions of the Board Mandate may be modified or superseded by the provisions of the Investor Rights Agreement. In the event of a conflict between this Board Mandate and the Investor Rights Agreement, the Investor Rights Agreement shall prevail.

2. Chairman

The chair of the Board (the “ Chairman ”) shall be appointed by the Board.

3. Board Size

The constating documents of the Company provide that the Board shall be comprised of a minimum of three (3) Directors and a maximum of fifteen (15) Directors. The Board shall periodically review its size in light of its duties and responsibilities from time to time.

4. Independence

(a) The Board shall be comprised of a minimum of 3 (three) independent Directors. A Director shall be considered independent if he or she would be considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices .
(b) A majority of the Board’s independent Directors shall appoint an independent lead Director (the “ Lead Independent Director ”) from among the Directors, who shall serve for such term as the Board may determine. If the Company has a non-executive Chairman, then the role of the Lead Independent Director shall be filled by the non-executive Chairman. The Lead Independent Director shall chair any meetings of the independent Directors and assume such other responsibilities as the independent Directors may designate in accordance with any applicable position descriptions or other applicable guidelines that may be adopted by the Board from time to time. The Lead Independent Director may be removed at any time at the discretion of the Board.

5. Role and Responsibilities of the Board

The Board is responsible for supervising the management of the business and affairs of the Company and is expected to focus on guidance and strategic oversight with a view to increasing shareholder value.

In accordance with the Business Corporations Act (British Columbia), in discharging his or her duties, each Director must act honestly and in good faith, with a view to the best interests of the Company. Each Director must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(a) The Chairman shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval.
(b) The Board may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Board.

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6. Delegations and Approval Authorities

(a) The Board shall appoint the chief executive officer of the Company (the “ CEO ”) and delegate to the CEO and other senior executives the authority over the day to day management of the business and affairs of the Company.
(b) The Board may delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, and the Corporate Governance, Nominating and Compensation Committee (the “ Corporate Governance, Nominating and Compensation Committee ”), and the Sustainability Committee (the “ Sustainability Committee ”). The Board may appoint other committees, as it deems appropriate, subject to compliance with the Investor Rights Agreement and to the extent permissible under applicable law. The Board will, however, retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities.

7. Strategic Planning Process and Risk Management

(a) The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs.
(b) The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Corporate Governance, Nominating and Compensation Committee.

8. Succession Planning, Appointment and Supervision of Senior Executives

(a) The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization.
(b) The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of the Company, and shall also approve the compensation of the senior executives of the Company upon recommendation of the Corporate Governance, Nominating and Compensation Committee.

9. Financial Reporting and Internal Controls

The Board shall review and monitor, with the assistance of the Audit Committee, the adequacy and effectiveness of the Company’s system of internal control over financial reporting, including any significant deficiencies or changes in internal control and the quality and integrity of the Company’s external financial reporting processes.

10. Regulatory Filings

The Board shall approve applicable regulatory filings that require or are advisable for the Board to approve, which the Board may delegate in accordance with Section 7(b) of this mandate. These include, but are not limited to, the annual audited financial statements, interim financial statements and related management’s discussion and analysis accompanying such financial statements, management proxy circulars, annual information forms, offering documents and other applicable disclosure.

11. Corporate Disclosure and Communications

The Board will seek to ensure that corporate disclosure of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which the Company’s

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securities are listed. In addition, the Board shall adopt appropriate procedures designed to permit the Board to receive feedback from shareholders on material issues.

12. Corporate Policies

The Board shall adopt and periodically review policies and procedures designed to ensure that the Company and its Directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Company’s business ethically and with honesty and integrity.

13. Review of Mandate

The Board may, from time to time, permit departures from the terms of this Board Mandate, either prospectively or retrospectively. This Board Mandate is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

The Board may review and recommend changes to the Board Mandate from time to time and the Corporate Governance, Nominating and Compensation Committee may periodically review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.

Dated:

December 10, 2021

Approved by:

Board of Directors of the Company

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AI assistant

Aclara Resources Inc. — AGM Information 2022

48255_rns_2022-04-08_1c302b3c-656e-4cb4-b5ec-c00f011b7590.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

You have the right to vote

Your vote is important

TABLE OF CONTENTS

VOTING INFORMATION

Your Vote is Important

How to Vote – Registered Shareholders

 Online

 By Fax

Voting in Person at the Meeting

Changing or Revoking your Vote

Revoking your Vote

Voting in Person at the Meeting

Depositary Interest Holders

CREST Voting Instructions

Completing the Proxy Form

Record Date, Quorum and Votes Necessary to Pass Resolutions

Additional Voting Information

BUSINESS OF THE MEETING

Receiving the Audited Annual Financial Statements

Election of Directors

Appointment of Independent Auditors

Considering Other Business

ELECTION OF DIRECTORS

Investor Rights Agreement

Nomination Rights

Advance Notice Provisions

Majority Voting Policy

Notes:

Ownership Interest

Corporate Cease Trade Orders and Bankruptcies

Individual Bankruptcies

APPOINTMENT OF INDEPENDENT AUDITORS

DIRECTOR COMPENSATION

Director Compensation Table

Outstanding Option-Based and Share-Based Awards for Directors

Notes:

Incentive Plan Awards — Value Vested or Earned During the Year for Directors

Notes:

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Overview

Compensation-Setting Process

Principal Elements of Compensation

Base Salaries

Short-Term Incentives (Annual Bonuses)

Long-Term Incentives

Omnibus Long-Term Incentive Plan (LTIP)

Summary Compensation Table

Employment Agreements, Termination and Change of Control Benefits

Outstanding Option-Based Awards and Share-Based Awards

Incentive Plan Awards — Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE

General

Composition of our Board and Board Committees

Director Independence

Meetings of Independent Directors and Conflicts of Interest

Majority Voting Policy

Director Term Limits and Other Mechanisms of Board Renewal

Mandate of our Board of Directors

Position Descriptions

Orientation and Continuing Education

Code of Ethics

Anti-Bribery and Anti-Corruption Compliance Policy

Committees of our Board

Compensation, Nomination and Governance Committee

Sustainability Committee

Board and Senior Executive Diversity

OTHER IMPORTANT INFORMATION

Voting Securities

Principal Holders of Voting Securities

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

SHAREHOLDER PROPOSALS

Aclara Resources Inc. AGM Information 2022